DGAP-News: Notification of Stabilization Measures in accordance with Article 5 (4) and (6) of Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse ('Market Abuse Regulation')


DGAP-News: Joh. Berenberg, Gossler & Co. KG / Key word(s): Miscellaneous
Notification of Stabilization Measures in accordance with Article 5 (4) and
(6) of Regulation (EU) No 596/2014 of the European Parliament and of the
Council on market abuse ('Market Abuse Regulation')

28.09.2016 / 20:53
The issuer is solely responsible for the content of this announcement.

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Notification of Stabilization Measures in accordance with Article 5 (4) and
(6) of Regulation (EU) No 596/2014 of the European Parliament and of the
Council on market abuse ('Market Abuse Regulation')

28.09.2016
The issuer is solely responsible for the content of this announcement.

NOT FOR DISTRIBUTION OR PUBLICATION IN THE UNITED STATES, CANADA,
AUSTRALIA, OR JAPAN.

Notification of Stabilization Measures in accordance with Article 5 (4) and
(6) of Regulation (EU) No 596/2014 of the European Parliament and of the
Council on market abuse ("Market Abuse Regulation") and repealing Directive
2003/6/EC of the European Parliament and of the Council and Commission
Directives 2003/124/EC, 2003/125/EC and 2004/72/EC and in accordance with
Article 6 (1) of Commission Delegated Regulation (EU) 2016/1052 of 8 March
2016.

Joh. Berenberg, Gossler & Co. KG ("Berenberg" or the "Stabilization
Manager"), in connection with the initial public offering of Shop Apotheke
Europe N.V., Venlo, the Netherlands (the "Company"), acts as Stabilization
Manager and will have the right, in the time period beginning and including
14 Oktober 2016 through and including 12 November 2016 (the "Stabilization
Period"), with regard to the Company's shares, which are expected to be
admitted to trading on the regulated market of the Frankfurt Stock Exchange
(Prime Standard) (International Securities Identification Number (ISIN:
NL0012044747; German Securities Code (WKN): A2AR94) on 13 October 2016, in
the scope admissible under Article 5 (4) of the Market Abuse Regulation, to
make Over-Allotments or carry out Stabilization Measures on behalf and for
the account of individual underwriters (the "Stabilization Measures").

Stabilization Measures are intended to provide support for the stock
exchange or market price of the Company's securities during the
Stabilization Period if the securities come under selling pressure, thus
alleviating sales pressure generated by short-term investors and
maintaining an orderly market in those securities. Stabilization Measures
may cause the stock exchange or market price of the shares to be higher
than it would otherwise have been. In addition, the stock exchange or
market price may temporarily be at a level that is not sustainable. In
addition, stabilization activities may give false or misleading signals
regarding the supply of the securities. The Stabilization Manager may carry
out Stabilization Measures at the regulated market of the Frankfurt Stock
Exchange. The Stabilization Manager is not required to carry out
Stabilization Measures. Therefore, no assurance can be provided that
Stabilization Measures will be carried out. As a result, Stabilization
Measures may not necessarily be carried out and any Stabilization Measures
may cease at any time without advance notice.

In any Stabilization Measures that may be carried out, and to the extent
permitted by law, up to 535,714 additional shares may be alloted to
investors as part of the offering in addition to the initial offer of
shares in the Company (the "Over-Allotment"). In connection with a
potential Over-Allotment, the Stabilization Manager, acting on behalf and
for the account of the underwriters, was provided with up to 535,714 shares
from the holdings of the selling shareholders by way of a securities loan
granted free of charge, and this number of shares amounts up to 15% of the
shares to be issued by the Company pursuant to the offering capital
increase.

In this context, with the sole purpose of covering potential Over-
Allotments, the selling shareholders have granted the Stabilization Manager
on behalf and for the account of the underwriters an option to acquire up
to 535,714 Over-Allotment Shares from the holdings of the selling
shareholders (the "Over-Allotment Shares") at the offer price less agreed
commissions, thus satisfying the retransfer obligation under the securities
loan (the "Greenshoe Option"). The Stabilization Manager may exercise the
Greenshoe Option on behalf and for the account of the underwriters. The
Greenshoe Option will expire 30 calendar days after stock exchange trading
in the shares commences and may only be exercised to the extent shares have
been placed by way of Over-Allotment.

During the Stabilization Period, the Stabilization Manager ensures adequate
public disclosure of the details of any Stabilization Measures by the end
of the seventh day of trading following the date on which Stabilization
Measures were carried out.

Within one week of the end of the Stabilization Period, adequate public
disclosure of the following information will be made: whether or not
Stabilization Measures were carried out; the dates on which any price
Stabilization Measures started and ended; the date on which Stabilization
Measures last occurred; the price range within which Stabilization Measures
were carried out (for each date of a Stabilization Measure); and the
trading venues on which Stabilization Measures (if any) were carried out.

Joh. Berenberg, Gossler & Co. KG

Disclaimer

This communication is not for publication or distribution, directly or
indirectly, in or into the United States, Canada, Australia or Japan. This
communication does not constitute or form part of an offer of securities
for sale or solicitation of an offer to purchase securities in the United
States, Canada, Australia, Japan or in any other jurisdiction in which such
offer may be restricted. The securities referred to in this communication
have not been, and will not be, registered under the US Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold in
the United States, except on the basis of an applicable exemption from the
registration requirements or in a transaction not subject to the
registration requirements of the Securities Act. There will be no public
offering of securities in the United States.

In the United Kingdom, this communication is directed only at persons who:
(i) are qualified investors within the meaning of the Financial Services
and Markets Act 2000 (as amended) and any relevant implementing measures
and/or (ii) are outside the United Kingdom or (iii) have professional
experience in matters relating to investments and fall within the
definition of "investment professionals" contained in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(as amended) (the "Order") or are persons falling within article 49(2)(a)
to (d) (high net worth companies, unincorporated associations, etc.) of the
Order, or fall within another exemption to the Order (all such persons
referred to in (i) to (iii) above together being referred to as "Relevant
Persons"). Any person who is not a Relevant Person must not act or rely on
this communication or any of its contents. Any investment or investment
activity to which this communication relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.


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28.09.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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506569 28.09.2016